exv10w1






Exhibit 10.1




EXECUTION COPY




FIRST AMENDMENT

TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of December 18, 2009
(this “Amendment”), to the Existing Credit Agreement (as defined below) is entered into
among CHAMPION HOME BUILDERS CO., a Michigan corporation (the “Borrower”), CHAMPION
ENTERPRISES, INC., a Michigan corporation (the “Parent”), certain of the Lenders (such
capitalized term and other capitalized terms used in this preamble and the recitals below to have
the meanings set forth in, or are defined by reference in Article I below), CREDIT SUISSE
AG, CAYMAN ISLANDS BRANCH, as the Administrative Agent (in such capacity, the “Administrative
Agent”), and, each Obligor signatory hereto.



WITNESSETH:




     WHEREAS, the Borrower, the Parent, the Lenders and Credit Suisse AG, Cayman Islands Branch, as
the Administrative Agent, are all parties to the Debtor-in-Possession Credit Agreement, dated as of
November 15, 2009 (as amended or otherwise modified prior to the date hereof, the “Existing
Credit Agreement”, and as amended by this Amendment and as the same may be further amended,
supplemented, amended and restated or otherwise modified from time to time, the “DIP Credit
Agreement”);



     WHEREAS, the Debtors (all terms as defined in Article I below) anticipate the
possibility of a need for post-petition financing prior to the Final Order Entry Date;



     WHEREAS, the Debtors are seeking the entry of a Second Interim Order; and



     WHEREAS, the Debtors, the other Obligors, the Administrative Agent and the Lenders desire to
amend certain provisions of the Existing Credit Agreement and are willing, on the terms and subject
to the conditions hereinafter set forth, to modify the Existing Credit Agreement as set forth
below.



     NOW, THEREFORE, the parties hereto hereby covenant and agree as follows:



ARTICLE I




DEFINITIONS



     SECTION 1.1. Certain Definitions. The following terms when used in this Amendment
shall have the following meanings (such meanings to be equally applicable to the singular and
plural forms thereof):



     “Administrative Agent” is defined in the preamble.



     “Amendment” is defined in the preamble.



 









 





     “Borrower” is defined in the preamble.



     “DIP Credit Agreement” is defined in the first recital.



     “First Amendment Effective Date” is defined in Article III.



     “Second Interim Order” means that certain order issued by the Bankruptcy Court in
substantially the form of Exhibit A hereto and otherwise in form and substance satisfactory to the
Obligors and the Administrative Agent.



     “Parent” is defined in the preamble.



     SECTION 1.2. Other Definitions. Terms for which meanings are provided in the
Existing Credit Agreement are, unless otherwise defined herein or the context otherwise requires,
used in this Amendment with such meanings.



ARTICLE II




AMENDMENTS TO EXISTING CREDIT AGREEMENT



     Effective on (and subject to the occurrence of) the First Amendment Effective Date, the
provisions of the Existing Credit Agreement referred to below are hereby amended in accordance with
this Article II. Except as expressly so amended, the Existing Credit Agreement shall
continue in full force and effect in accordance with its terms.



     SECTION 2.1. Amendments to Section 1.1. Section 1.1 of the Existing Credit Agreement
is hereby amended by deleting the definitions of “Orders” and “Roll-Up Amount” and inserting the
following definitions in the appropriate alphabetical order:




     “‘First Amendment’ means the First Amendment to Debtor-in-Possession Credit
Agreement, dated as of December 18, 2009, to this Agreement, among the Borrower, the Parent,
the Obligors, the Lenders party thereto and the Administrative Agent.




     ‘First Amendment Effective Date’ means the First Amendment Effective Date as
that term is defined in Article III of the First Amendment.




     ‘Orders’ means the Interim Order, the Second Interim Order and the Final Order,
collectively.




     ‘Roll-Up Amount’ means with respect to any NM Lender the amount, if any, set
forth opposite such NM Lender’s name on the Allocation Schedule, as such schedule may be
updated from time to time, under the caption “Roll-Up Amount”. The aggregate amount of the
Roll-Up Amounts shall be: (a) as of the Closing Date, $32,335,052, (b) as of the date of
funding of NM Loans following the Second Interim Order Entry Date, an additional amount
equal to the Second Interim Order Amount, if any, and (c) as of the date of funding of NM
Loans following the Final Order Entry Date, an additional $7,664,948 less the Second Interim
Order Amount, if any, for a Total Roll-Up Amount of $40,000,000.



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     ‘Second Interim Order’ means that certain order issued by the Bankruptcy Court
in substantially the form of Exhibit A to the First Amendment and otherwise in form and
substance satisfactory to the Obligors and the Administrative Agent.




     ‘Second Interim Order Amount’ means $5,000,000 or such lesser portion of the NM
Lender Delayed Draw Commitment Amount (x) approved to be funded prior to the Final Order
Entry Date in the Second Interim Order and (y) certified by the chief financial officer of
the Parent and Borrower to be necessary and required in the Debtors’ reasonable business
judgment to continue the business of the Debtors in the ordinary course and as provided for
in the DIP Approved Budget; provided, however, that such amount shall be
available to be funded on a single occasion and otherwise in accordance with the terms of
this Agreement.




     ‘Second Interim Order Entry Date’ means the date on which the Second Interim
Order is entered by the Bankruptcy Court.”



     Clause (d) of the definition of “Maturity Date” is hereby deleted and replaced with the
following:




     “(d) if the Final Order has not been entered, the date that is sixty (60) days after
entry of the Interim Order.”



     The amount “$25,000” in the last proviso in the definition of “Carve-Out” is hereby deleted
and replaced with “$100,000.”



     The reference to “Section 2.4(a)” in the definition of “Synthetic Deposit” is hereby deleted
and replaced with “Section 2.4(b).”



     SECTION 2.2. Amendments to Article II.



     SECTION 2.2.1. Section 2.2(b) of the Existing Credit Agreement is hereby restated as follows:




          “(b) The Additional NM Loans. Subject to the terms and conditions set
forth herein and in the Orders, each NM Lender agrees, severally and not jointly, to
make an additional Term Loan (the “Additional NM Loans” and, together with
the Initial NM Loans, the “NM Loans”) in Dollars to the Borrower (i)
following the Second Interim Order Date but prior to the Final Order Entry Date,
equal to such Lender’s NM Loan Percentage of the Second Interim Order Amount, less
an original issue discount of 3.00%, (ii) on the Final Order Entry Date (or, if not
practicable, on the following Business Day), equal to such Lender’s NM Loan
Percentage of the aggregate amount of the NM Lender Delayed Draw Commitment Amount
as reduced by the Second Interim Order Amount, if any, less an original issue
discount of 3.00%. Any unused NM Commitments shall terminate within three (3)
Business Days following the occurrence of the Final Order Entry Date. The proceeds
of the Additional NM Loans shall, on the Final Order Entry Date, be deposited by the
NM Lenders into the Reserve Account.”



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     SECTION 2.2.2. Section 2.2(c)(i) of the Existing Credit Agreement is hereby amended by
deleting the words “DIP Letter of Credit Participation Obligations with respect to the DIP Letter
of Credit Available Amount” and inserting in their place “Synthetic Deposits”.



     SECTION 2.2.3. Sections 2.2(c)(ii) and (iii) of the Existing Credit Agreement is hereby
restated as follows:




               (ii) On each date of funding of Additional NM Loans following the Second
Interim Order Entry Date or the Final Order Entry Date, as applicable, each NM Lender
and/or Related Prepetition Lender thereof shall become entitled to roll up an
aggregate principal amount of Senior First Lien Loans held by such NM Lender and/or
Related Prepetition Lender as the case may be, equal to the amount of such NM
Lender’s and/or Related Prepetition Lender’s Additional NM Loans funded on such date,
into Roll-Up Loans (the “Additional Roll-Up Entitlements” and, together with
the Initial Roll-Up Entitlements, the “Roll-Up Entitlements”). For the
purpose of determining the principal amount of Sterling Term Loans which comprise
part of the Senior First Lien Loans to be rolled up hereunder, such Sterling Term
Loan amounts shall be converted by the Administrative Agent into U.S. Dollar amounts
in accordance with the Roll-Up Conversion Rate utilized with respect to the Roll-Up
Loans on the Closing Date.




               (iii) On each of the Closing Date and the dates of funding of the Additional NM
Loans following the Second Interim Order Entry Date or the Final Order Entry Date, as
applicable, each NM Lender and/or Related Prepetition Lender is entitled to roll up
an aggregate principal amount of the Revolving Letter of Credit Outstandings and the
Synthetic Letter of Credit Outstandings held by such NM Lender and/or Related
Prepetition Lender as the case may be, under the Prepetition Credit Agreement, equal
to the balance, if any, after giving effect to paragraphs (i) or (ii) above, as
applicable, of the aggregate principal amount of such NM Lender’s and/or Related
Prepetition Lender’s Initial NM Loans and/or Additional NM Loans and Synthetic
Deposits on the Closing Date, or the dates of funding of such Additional NM Loans
following the Second Interim Order Entry Date or the Final Order Entry Date (as the
case may be) for which there has not been a corresponding roll-up of Senior First
Lien Loans into Roll-Up Loans hereunder; provided that on the Closing Date or
the Final Order Entry Date or the dates of funding of such Additional NM Loans
following the Second Interim Order Entry Date or the Final Order Entry Date (as the
case may be), the aggregate principal amount outstanding of such NM Lender’s Roll-Up
Loans (excluding accrued paid-in-kind interest) does not exceed the aggregate
principal amount of such NM Lender’s NM Loans and Synthetic Deposits.



     SECTION 2.2.4. Sections 2.6.1 of the Existing Credit Agreement is hereby amended by
inserting the words “, the Second Interim Order” after the words “the Interim Order” in both places
in the first sentence of such Section where such words appear, and is further amended by deleting
the words “comprising the type of Loans” and replacing them with the words “be comprised of the
type of Loans” in the second sentence of such Section.



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     SECTION 2.2.5. Sections 2.11.1 of the Existing Credit Agreement is hereby amended by
deleting paragraphs (a) and (b) thereof in their entirety and restating
them as follows:




     “(a) On the Closing Date, and/or the dates of funding of Additional NM Loans
following the Second Interim Order Entry Date and/or the Final Order Entry Date (as
the case may be), subject to the terms and conditions hereof, an amount as set forth
in the Funds Flow Memorandum (as amended to the extent necessary in the discretion
of the Administrative Agent to give effect to the Orders, including the funding of
the Second Interim Order Amount, if any), or such lesser amount as approved by the
Bankruptcy Court under the terms of the applicable Order, shall be deposited by the
NM Lenders into the Reserve Account. Amounts on deposit in the Reserve Account may
be withdrawn only with the consent of the Administrative Agent.




     (b) On the Closing Date, and/or the dates of funding of Additional NM Loans
following the Second Interim Order Entry Date and/or the Final Order Entry Date (as
the case may be), subject to the terms and conditions hereof, the amount shown on
the Funds Flow Memorandum (as amended to the extent necessary in the discretion of
the Administrative Agent to give effect to the Orders, including the funding of the
Second Interim Order Amount, if any) or such lesser amount approved by the
Bankruptcy Court under the terms of the applicable Order, shall be withdrawn from
the Reserve Account and deposited into the Interest Reserve Account.”



     SECTION 2.3. Amendment to Article V. Section 5.3 of the Existing Credit
Agreement is hereby restated in its entirety as follows:




     “SECTION 5.3. NM Lender Second Interim Order Amount Availability. The
obligation of each NM Lender to make the Second Interim Order Amount available shall
be subject to the satisfaction or waiver of the condition precedent set forth below
(in addition to the conditions precedent set forth in Section 5.2).




     SECTION 5.3.1. Entry of Second Interim Order. After the Closing Date,
but no later than December 21, 2009, the Bankruptcy Court shall have entered the
Second Interim Order, in form and substance satisfactory to the Administrative
Agent, certified by the Clerk of the Bankruptcy Court as having been duly entered,
and the Second Interim Order shall be in full force and effect and shall not have
been vacated, reversed, modified, amended or stayed without the prior written
consent of the Administrative Agent.




     SECTION 5.3.2. Officer’s Certificate. The Administrative Agent shall
have received a certificate, in form and substance satisfactory to the
Administrative Agent, from the chief financial officer of the Parent and Borrower
certifying as to the Second Interim Order Amount.”



     In addition, the following new section is added immediately following Section 5.3.



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     “SECTION 5.4. NM Lender Delayed Draw Commitment Amount Availability.
The obligation of each NM Lender to make the NM Lender Delayed Draw Commitment
Amount less the Second Interim Order Amount actually made available, if any, shall
be subject to the satisfaction or waiver of the condition precedent set forth below
(in addition to the conditions precedent set forth in Section 5.2).




     SECTION 5.4.1. Entry of Final Order. After the Closing Date,
but no later than sixty (60) days from the date of entry of the Interim
Order, the Bankruptcy Court shall have entered the Final Order, in form and
substance satisfactory to the Administrative Agent, certified by the Clerk
of the Bankruptcy Court as having been duly entered, and the Final Order
shall be in full force and effect and shall not have been vacated, reversed,
modified, amended or stayed without the prior written consent of the
Administrative Agent.”



     SECTION 2.4. Amendment to Article VI. The first sentence of Article VI of the
Existing Credit Agreement is hereby amended by adding “, on the date of each Credit Extension, “ in
each place following the words “Closing Date.”



     SECTION 2.4.1. Section 6.4 of the Existing Credit Agreement is hereby amended by
adding “, the Second Interim Order” following the words “Interim Order.”



     SECTION 2.4.2. Section 6.4 of the Existing Credit Agreement is hereby amended by
deleting “drawn on the Final Order Entry Date, pursuant to the Final Order” and inserting in its
place “, pursuant to the Second Interim Order and the Final Order.”



     SECTION 2.4.3. Section 6.24(c) of the Existing Credit Agreement is hereby amended by
deleting the amount “$25,000” in the proviso thereof and replacing it with “$100,000.”



     SECTION 2.5. Amendment to Article VII.



     SECTION 2.5.1. Section 7.1(b) of the Existing Credit Agreement is hereby restated in
its entirety as follows:




“Monthly Reports. Within ten (10) Business Days after the end of
each fiscal month in each Fiscal Year, financial information regarding the
Parent, the Borrower and its Subsidiaries consisting of: (i) the unaudited
consolidated balance sheet of the Borrower and its Subsidiaries, together
with the related unaudited consolidated statement of income, and unaudited
consolidated statement of cash flows for such month and for the period from
the Petition Date to the end of such month, all prepared in accordance with
GAAP (and for the income statement only, by business segment), provided
that, such information does not need to be provided in the event that the
end of a fiscal month is also the end of a Fiscal Quarter or Fiscal Year, in
which case Sections 7.1(c) or 7.1(d) would apply instead, (ii) a comparison
of the actual cash flows since the Petition Date to the corresponding
figures from the DIP Approved Budget on a weekly



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and aggregate running basis since the Petition Date for operating and
capital budget expenditures, (iii) a narrative report describing the
consolidated operations of the Borrower and its Subsidiaries, taken as a
whole, in the form prepared for presentation to senior management for such
month and for the period from the Petition Date to the end of such month,
including disclosure of any Material Adverse Effect, provided that, such
information does not need to be provided in the event that the end of a
fiscal month is also the end of a Fiscal Quarter or Fiscal Year, in which
case Sections 7.1(c) or 7.1(d) would apply instead (the reports under
clauses (i) and (ii) above shall be in reasonable detail and accompanied by
a certificate from the chief executive officer and the chief financial
officer (or other principal financial officer) of the Borrower certifying
that the financial statements fairly present, in all material respects, the
consolidated financial condition of the Borrower and its respective
Subsidiaries as at the dates indicated and the results of their operations
and their cash flows for the periods indicated, subject to changes resulting
from audit and normal year-end adjustments and the absence of footnotes),
(iv) monthly operating reports required under the UST Guidelines (at the
times, notwithstanding the introductory clause to this Section, otherwise
filed in the Cases consistent with applicable rules), (v) a monthly summary
of payments to and receipts from related parties (which for purposes of this
subsection shall be limited to officers, directors, advisors and other
professionals of or retained by the Debtors and each of their domestic
subsidiaries other than the Obligors), and (vi) an update to the DIP
Approved Budget required under Section 7.17 which update shall be in
form and substance acceptable to the Administrative Agent and Required
Lenders.”



     SECTION 2.5.2. Section 7.18(a)(i) of the Existing Credit Agreement is hereby amended
by deleting the words “by no later than thirty-seven (37) days from the Petition Date” and
inserting in their place the words “by no later than January 8, 2010.”



     SECTION 2.6. Amendment to Article IX.



     SECTION 2.6.1. Sections 9.1.8, 9.1.14 and 9.1.27 of the Existing
Credit Agreement are each hereby amended by adding, in each such Section, in each place where it
appears, the words “, the Second Interim Order” following the words “Interim Order.”



     SECTION 2.6.2. Section 9.1.19 is amended by deleting its text in its entirety and
inserting in its place the words “[Reserved.]”



ARTICLE III




CONDITIONS TO EFFECTIVENESS



     SECTION 3.1. Conditions to Effectiveness. This Amendment shall become effective upon
the prior or simultaneous satisfaction of each of the following conditions in a manner



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reasonably satisfactory to the Administrative Agent (the date when all such conditions are so
satisfied being the “First Amendment Effective Date”):




     SECTION 3.2. Counterparts. The Administrative Agent shall have received counterparts
hereof executed on behalf of the Borrower, each other Obligor, the Required Lenders and the
Administrative Agent; provided, however, that solely with respect to the
effectiveness of the amendment to the definition of “Maturity Date” in Section 2.1 hereof,
counterparts hereof executed on behalf of the each Lender shall also be required.



     SECTION 3.3. Certificate of Authorized Officer. The Borrower shall have delivered a
certificate of an Authorized Officer, solely in his or her capacity as an Authorized Officer of the
Borrower and not in his or her individual capacity, certifying that, both immediately before and
after giving effect to this Amendment on the First Amendment Effective Date, the statements set
forth in Article IV hereof are true and correct.



     SECTION 3.4. Satisfactory Legal Form. The Administrative Agent and its counsel shall
have received all information, and such counterpart originals or such certified or other copies of
such materials, as the Administrative Agent or its counsel may reasonably request, and all legal
matters incident to the effectiveness of this Amendment shall be satisfactory to the Administrative
Agent and its counsel. All documents executed or submitted pursuant hereto or in connection
herewith shall be reasonably satisfactory in form and substance to the Administrative Agent and its
counsel.



     SECTION 3.5. Costs and Expenses, etc. The Administrative Agent shall have received
all fees, costs and expenses due and payable pursuant to Section 12.3 of the Existing
Credit Agreement (including without limitation the fees and expenses of Willkie Farr & Gallagher
LLP, special counsel to the Administrative Agent), if then invoiced and to the extent such payment
is in compliance with the applicable provisions of the Interim Order.



ARTICLE IV




REPRESENTATIONS AND WARRANTIES



     To induce the Lenders to enter into this Amendment, the Borrower and each other Obligor
represent and warrant to the Lenders as set forth below.



     SECTION 4.1. Validity, etc. This Amendment and the DIP Credit Agreement (after
giving effect to this Amendment) each constitutes the legal, valid and binding obligation of the
Borrower and such applicable Obligors enforceable in accordance with its terms subject to the
effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.



     SECTION 4.2. Representations and Warranties, etc. Both before and after giving
effect to this Amendment, the statements set forth in clause (a) of Section 5.2.1, and
after giving effect to this Amendment, the statements set forth in clause (b) of Section
5.2.1, in each case of the Existing Credit Agreement, are true and correct.



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ARTICLE V




CONFIRMATIONS AND COVENANTS



     SECTION 5.1. Guarantees, Security Interest, Continued Effectiveness. Each Obligor
hereby reaffirms, as of the First Amendment Effective Date, that immediately after giving effect to
this Amendment (a) the covenants and agreements made by such Obligor contained in each Loan
Document to which it is a party, (b) with respect to each Obligor party to a Guaranty, its
guarantee of payment of the Obligations pursuant to such Guaranty and (c) with respect to each
Obligor party to the Pledge and Security Agreement or a Mortgage, its pledges and other grants of
Liens in respect of the Obligations pursuant to any such Loan Document, in each case, as such
covenants, agreements and other provisions may be modified by this Amendment.



     SECTION 5.2. Validity, etc. Each Obligor (other than the Borrower) hereby represents
and warrants, as of the First Amendment Effective Date, that immediately after giving effect to
the Amendment, each Loan Document, in each case as modified by this Amendment (where applicable and
whether directly or indirectly), to which it is a party continues to be a legal, valid and binding
obligation of such Obligor, enforceable against such party in accordance with its terms subject to
the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other
similar laws relating to or affecting creditors’ rights generally, general equitable principles
(whether considered in a proceeding in equity or at law) and an implied covenant of good faith and
fair dealing.



     SECTION 5.3. Representations and Warranties, etc. Each Obligor (other than the
Borrower) hereby represents and warrants, as of the First Amendment Effective Date, that before and
after giving effect to this Amendment, the representations and warranties set forth in each Loan
Document to which such Obligor is a party are, in each case, true and correct (a) in the case of
representations and warranties not qualified by references to “materiality” or a Material Adverse
Effect, in all material respects and (b) otherwise, in all respects, in each case with the same
effect as if then made (unless stated to relate solely to an earlier date, in which case such
representations and warranties shall be true and correct in all material respects as of such
earlier date).



ARTICLE VI




MISCELLANEOUS



     SECTION 6.1. Cross-References. References in this Amendment to any Article or
Section are, unless otherwise specified, to such Article or Section of this Amendment.



     SECTION 6.2. Loan Document Pursuant to Existing Credit Agreement. This Amendment is
a Loan Document executed pursuant to the Existing Credit Agreement and shall (unless otherwise
expressly indicated therein) be construed, administered and applied in accordance with all of the
terms and provisions of the Existing Credit Agreement, as amended and modified hereby, including
Articles X and XII thereof.



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     SECTION 6.3. Successors and Assigns. This Amendment shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns.



     SECTION 6.4. Counterparts. This Amendment may be executed by the parties hereto in
several counterparts, each of which when executed and delivered shall be an original and all of
which shall constitute together but one and the same agreement. Delivery of an executed
counterpart of a signature page to this Amendment by facsimile (or other electronic transmission)
shall be effective as delivery of a manually executed counterpart of this Amendment.



     SECTION 6.5. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK IN THE SAME MANNER AS PROVIDED FOR IN
THE DIP CREDIT AGREEMENT.



     SECTION 6.6. Full Force and Effect; Limited Amendment. Except as expressly amended
hereby, all of the representations, warranties, terms, covenants, conditions and other provisions
of the Existing Credit Agreement and the Loan Documents shall remain unchanged and shall continue
to be, and shall remain, in full force and effect in accordance with their respective terms. The
amendment and modifications s set forth herein shall be limited precisely as provided for herein to
the provisions expressly amended or modified herein and shall not be deemed to be an amendment to,
waiver of, consent to or modification of any other term or provision of the Existing Credit
Agreement or any other Loan Document or of any transaction or further or future action on the part
of any Obligor which would require the consent of any Lenders, the Administrative Agent, or the DIP
Letter of Credit Issuer under the Existing Credit Agreement or any of the Loan Documents.



     SECTION 6.7. No Waiver. This Amendment is not, and shall not be deemed to be, a
waiver or a consent to any Event of Default, event with which the giving of notice or lapse of time
or both may result in an Event of Default, or other non-compliance now existing or hereafter
arising under the DIP Credit Agreement and the other Loan Documents, except as expressly provided
for in Article II hereof.



[signature pages follow]





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     IN WITNESS WHEREOF, the parties hereto have executed and delivered this First Amendment
as of the date first above written.



	 	 	 	 	 
	 	CHAMPION HOME BUILDERS CO.

 	 
	 	By  	



 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	CHAMPION ENTERPRISES, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	CHAMPION ENTERPRISES MANAGEMENT CO.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	CHAMPION RETAIL, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	HIGHLAND ACQUISITION CORP.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 



Signature Pages to First Amendment to DIP Credit Agreement







 









 








	 	 	 	 	 
	 	HIGHLAND MANUFACTURING COMPANY LLC

 	 
	 	By  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	HOMES OF MERIT, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	NEW ERA BUILDING SYSTEMS, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	NORTH AMERICAN HOUSING CORP.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	REDMAN HOMES, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	SAN JOSE ADVANTAGE HOMES, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to First Amendment to DIP Credit Agreement








 









 








	 	 	 	 	 
	 	STAR FLEET, INC.

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	WESTERN HOMES CORPORATION

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[INSERT BLOCKS FOR THE REST OF THE GUARANTORS]

 	 
	 	 	 



Signature Pages to First Amendment to DIP Credit Agreement







 









 








	 	 	 	 	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as Administrative Agent

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 
	 	CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

 	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to First Amendment to DIP Credit Agreement







 









 








	 	 	 	 	 
	 	[INSERT NAME OF LENDER]

 	 
	 
	 	By  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



Signature Pages to First Amendment to DIP Credit Agreement












 









 








EXHIBIT A




Form of Second Interim Order